Sec Form 4 Filing - Isely Heather @ Natural Grocers by Vitamin Cottage, Inc. - 2012-07-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Isely Heather
2. Issuer Name and Ticker or Trading Symbol
Natural Grocers by Vitamin Cottage, Inc. [ NGVC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Exec. VP & Corp. Secretary/13D Group Member
(Last) (First) (Middle)
C/O NATURAL GROCERS BY VITAMIN COTTAGE, 12612 W. ALAMEDA PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
07/27/2012
(Street)
LAKEWOOD, CO80228
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/27/2012 A( 1 ) V 1,581,271 A 1,581,271 D
Common Stock 07/30/2012 S 650,251 D $ 15 931,020 D
Common Stock 07/27/2012 J( 1 ) V 103,745 A 103,745 I By Anthony Andueza as UTMA custodian for child ( 2 )
Common Stock 07/27/2012 J( 1 ) V 103,745 A 103,745 I By Anthony Andueza as UTMA custodian for child ( 2 )
Common Stock 07/27/2012 J( 1 ) V 71,772 A 71,772 I By KIVC 1, LLC ( 3 )
Common Stock 07/27/2012 J( 1 ) V 572,097 A 572,097 I By KIVC 2, LLC ( 3 )
Common Stock 07/27/2012 J( 1 ) V 616,254 A 616,254 I By ZIVC, LLC ( 3 )
Common Stock 07/27/2012 J( 1 ) V 627,800 A 627,800 I By FTVC, LLC ( 4 )
Common Stock 07/30/2012 S 55,950 D $ 15 571,850 I By FTVC, LLC ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Isely Heather
C/O NATURAL GROCERS BY VITAMIN COTTAGE
12612 W. ALAMEDA PARKWAY
LAKEWOOD, CO80228
X Exec. VP & Corp. Secretary 13D Group Member
Signatures
/s/ Kemper Isely, by Power of Attorney 07/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were acquired by the direct beneficial owner in a redomestication, holding company reorganization exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, under Rule 16b-7 promulgated thereunder. In connection with, and immediately prior to the completion of, the issuer's initial public offering, the then existing shareholders of Vitamin Cottage Natural Food Markets, Inc. (now the issuer's wholly-owned subsidiary and operating company) exchanged their shares of capital stock in the operating company for a ratable percentage of shares of common stock of the issuer.
( 2 )Reporting Person has no investment power over these shares and disclaims beneficial ownership of these shares.
( 3 )Reporting Person is a beneficiary through a member trust, but has no investment power over these shares and disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein.
( 4 )Reporting Person is a beneficiary through a member trust and disclaims beneficial ownership except to the extent of her pecuniary interest therein.

Remarks:
The Reporting Person is a party to a Stockholders Agreement entered into in connection with the reorganization transaction that contains voting agreements and thus is a member of a Schedule 13D group that beneficially owns more than 10% of the issuer's common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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